The Research On The Limit Of Equity Transfer System Of Limited Liability Company In China

The equity is the core of the modern enterprise system which always be connected with the legal person’s property right. The just equity transfer system may protect the right of disinvestment of shareholders, and it is significative to improve the capital turnover. Compare with the Company Law in1993, the new law which amended in2005be more perfect on this theory. The discussions about this question in the academic circle become deeper and deeper. Although there are big improvements in2005Company Law, the stipulations on the problem of equity transfer is not clear enough, and there are even loopholes in this area.This paper is starting with the discussions of some theories about the nature of the equity. I introduce the basic theory of limit of equity transfer and discriminate the equity transfer to many different types. Then I analyze the regimes in article72in the Company Law, just like "’the agreeable of more than half of the other shareholders";"Shareholder’s right of preemption", and the "’validity of the company constitution". There are some problems in practice to be pointed out. For instance,"the defect of equity transfer contract effectiveness";"the enforcement of equity by the court";"equity transfer arising from inheritance" and "the problem of number of shareholders more or less than the legal limit".At the end,I give some suggestions to the legislators. For example, more rules for the internal transfer limit; regulations and judicial interpretations should defined the meaning of "equal conditions" of shareholder’s priority clearly; make the Shareholder’s right of preemption perfect, and distinguish the body of the equity transfer. The author wish that her own proposals about how to further perfect the equity transfer system of the current Company Law is useful.